Future FinTech Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
On December 6, 2024, Future FinTech Group Inc. (the “Company” or “Seller”) and FTFT SuperComputing Inc. a wholly owned subsidiary of the Company (“FTFT SuperComputing”) entered into a Stock Purchase Agreement (the “Agreement”) with DDMM Capital LLC (the “Buyer”). Pursuant to the terms of the Agreement, the Company agreed to sell all of the issued and outstanding shares of FTFT SuperComputing to the Buyer for a purchase price that equals to: (i) $1,000,000 and (ii) the assumption of the obligations of FTFT SuperComputing totaling $973,072.24 (collectively, the “Closing Purchase Price”). The Closing Purchase Price shall be paid on the closing date in immediately available funds by wire transfer to an account at Olshan Frome Wolosky LLP to satisfy, in part, the right of payment held by FT Global Capital, Inc. (“FT Global”) arising from the judgment entered in favor of FT Global and against the Company registered in the Southern District of New York and all matters pertaining to such litigation. The closing of the transactions contemplated by the Agreement (the “Closing”) took place on December 9, 2024.
The Agreement contains customary representations and warranties and pre- and post-closing covenants of each party and customary closing conditions. Breaches of the representations and warranties will be subject to customary indemnification provisions.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibits 10.1 and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 5, 2024, Future FinTech Group Inc. (the “Company”), held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). A quorum was present at the Annual Meeting, and shareholders: (i) elected Hu Li, Mingyong Hu, Fuyou Li, Mingjie Zhao and Ying Li to the Company’s Board of Directors, each to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified; (ii) ratified the appointment of Fortune CPA, Inc., as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; (iii) approved and adopted the Future FinTech Group Inc. 2024 Omnibus Equity Plan; and (iv) approved the compensation of the named executive officers in a non-binding, advisory vote.
The following is a summary of the voting results for each matter submitted to the shareholders:
Proposal 1. Election of Directors
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Fuyou Li | 10,823,623 | 51,542 | 8,097,600 | |||||||||
| Hu Li | 10,823,365 | 51,737 | 8,097,600 | |||||||||
| Ying Li | 10,821,253 | 52,338 | 8,097,600 | |||||||||
| Mingyong Hu | 10,824,156 | 50,929 | 8,097,600 | |||||||||
| Mingjie Zhao | 10,824,334 | 51,261 | 8,097,600 | |||||||||
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Proposal 2: Ratification of the Appointment of Fortune CPA, Inc., as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2024
The shareholders ratified the appointment of Fortune CPA, Inc., as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, as follows:
| For | Against | Abstain | Broker Non-Votes | ||||
| 14,062,407 | 298,247 | 65,165 | N/A |
Proposal 3. Adoption and Approval of the Future FinTech Group Inc. 2024 Omnibus Equity Plan
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 10,806,153 | 72,393 | 9,440 | 8,097,600 |
Proposal 4. Advisory Vote on Compensation of Named Executive Officers
The shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 10,791,272 | 88,579 | 8,134 | 8,097,600 |
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 10.1 | Stock Purchase Agreement by and among Future FinTech Group Inc., FTFT SuperComputing Inc. and DDMM Capital LLC dated on December 6, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Future FinTech Group Inc. | ||
| Date: December 11, 2024 | By: | /s/ Hu Li |
| Name: | Hu Li | |
| Title: | Chief Executive Officer | |
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